Darling EVP sells 6.5K shares after option exercise

DARLING INGREDIENTS INC.

Rhea-AI Filing Summary

DARLING INGREDIENTS INC. (DAR) reported insider equity transactions by EVP Chief Strategy Officer Sandra Dudley. She exercised 5,928 options to acquire an equal number of common shares at an exercise price of $18.82 per share, from options expiring on January 29, 2028 under the 2017 Omnibus Incentive Plan.

On the same date, 3,330 shares of common stock at $67.88 per share were delivered or withheld to cover exercise price or tax liability, and a total of 6,474 shares of common stock were sold in open-market or private transactions at prices of $67.88 and $67.87 per share. The transactions were not marked as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Dudley Sandra

Role EVP Chief Strategy Officer

Sold 6,474 shs ($439K)

Approx. gross sale proceeds $439K

Approx. exercise cost $112K

Type	Security	Shares	Price	Value
Exercise	Options (right to buy) F1	5,928	$0.00	$0.00
Exercise	Common Stock	5,928	$18.82	$112K
Exercise Price or Tax Liability	Common Stock	3,330	$67.88	$226K
Sale	Common Stock	2,598	$67.88	$176K
Sale	Common Stock	3,876	$67.87	$263K

Holdings After Transaction: Options (right to buy) — 0 contracts (Direct); Common Stock — 74,232 shares (Direct)

Footnotes (1)

1. F1. Options granted pursuant to 2017 Omnibus Incentive Plan to purchase 1,976 shares became exercisable on each of 01/29/2019, 01/29/2020 and 01/29/2021.

Key Figures

Options exercised: 5,928 shares Option exercise price: $18.82 per share Option expiration date: 2028-01-29 +4 more

7 metrics

Options exercised 5,928 shares Options (right to buy) exercised into common stock on 2026-08-17

Option exercise price $18.82 per share Exercise price of options on 5,928 shares of common stock

Option expiration date 2028-01-29 Expiration date of the exercised options granted under 2017 Omnibus Incentive Plan

Shares withheld for exercise price or taxes 3,330 shares at $67.88 per share Code F disposition to pay exercise price or tax liability

Shares sold at $67.88 2,598 shares at $67.88 per share Open-market or private sale of common stock on 2026-08-17

Shares sold at $67.87 3,876 shares at $67.87 per share Open-market or private sale of common stock on 2026-08-17

Total open-market or private sales 6,474 shares Sum of S-code common stock sales reported for the date

Key Terms

Exercise or conversion of derivative security, 2017 Omnibus Incentive Plan, Payment of exercise price or tax liability, derivative security

4 terms

Exercise or conversion of derivative security financial

"transaction_code_description":"Exercise or conversion of derivative security"

2017 Omnibus Incentive Plan financial

"Options granted pursuant to 2017 Omnibus Incentive Plan to purchase 1,976 shares"

Payment of exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

derivative security financial

"transaction_action":"derivative exercise/conversion","transaction_code_description":"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did insider Sandra Dudley do in this Form 4 for DAR (Darling Ingredients Inc.)?

Sandra Dudley exercised 5,928 stock options at an exercise price of $18.82 per share and received the same number of Darling Ingredients (DAR) common shares, then disposed of shares through a combination of tax or exercise-price settlement and open-market or private sales.

How many Darling Ingredients (DAR) shares did Sandra Dudley sell in the Form 4 filing?

She sold 6,474 shares of Darling Ingredients common stock in open-market or private transactions at prices of $67.88 and $67.87 per share, in addition to 3,330 shares delivered or withheld to cover exercise price or tax liability.

What stock options did Sandra Dudley exercise in this Darling Ingredients (DAR) Form 4?

She exercised options on 5,928 shares of Darling Ingredients common stock with an exercise price of $18.82 per share. These options were granted under the 2017 Omnibus Incentive Plan and are reported as expiring on January 29, 2028.

What does the code F transaction mean in Sandra Dudley’s Form 4 for DAR?

The code F transaction shows 3,330 shares of Darling Ingredients common stock disposed of at $67.88 per share. Code F indicates shares were delivered or withheld for payment of exercise price or tax liability related to the option exercise.

Were Sandra Dudley’s Darling Ingredients (DAR) trades under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not affirmed, indicating these reported transactions were not marked as executed under a Rule 10b5-1 or similar pre-arranged trading plan in this Form 4.

When do the exercised options reported by Sandra Dudley for Darling Ingredients (DAR) expire?

The exercised options on 5,928 shares of Darling Ingredients common stock carry an expiration date of January 29, 2028. Footnote disclosure indicates these options became exercisable in three tranches on January 29, 2019, 2020, and 2021 under the company’s incentive plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 04:19 PM Accepted by SEC EDGAR 08/18/2026 - 04:18 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dudley Sandra

(Last) (First) (Middle)

5601 N. MACARTHUR BLVD

(Street)

IRVING TEXAS 75038

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DARLING INGREDIENTS INC. [ DAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/17/2026		M		5,928	A	$18.82	84,036	D
Common Stock	08/17/2026		F		3,330	D	$67.88	80,706	D
Common Stock	08/17/2026		S		2,598	D	$67.88	78,108	D
Common Stock	08/17/2026		S		3,876	D	$67.87	74,232	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (right to buy)	$18.82	08/17/2026		M			5,928	(1)	01/29/2028	Common Stock	5,928	$0	0	D

Explanation of Responses:

1. Options granted pursuant to 2017 Omnibus Incentive Plan to purchase 1,976 shares became exercisable on each of 01/29/2019, 01/29/2020 and 01/29/2021.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Sandra Dudley	08/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)